1. The Business Plan The heart of establishing goals! Aligns your team and resources! It is an execution document! My 7 step process gets results! My product is the execution of the plan. 1 Strategic Acquisition Acquisition is the result of a plan initiative! It should never be opportunistic! My 7 step process gets results! My product is the execution of the initiative! I give you results not just documents! Aligned Services Capital raise Selling your business Board of Directors Board of Advisors Services I can help you establish goals and achieve them! Continue to next pages…

2. Introduction The business plan is the “heart” of establishing company objectives and achieving them. The plan aligns your leadership team and your resources. No resource should be deployed that has not been commanded to do so by the plan. The plan will touch all areas of your business, marketing, new product, operations, IT, and finance. A “new product initiative” may lead you to consider acquisition. Today we will discuss the plan, it’s initiatives, and an acquisition as a result of a new product effort. 2

3. Strategic Business Plans And Strategic acquisitions for middle market companies Section 1 The Strategic Plan -Made Simple! -This is hard work, but simple! The Seven Step Plan Section 2 Acquisitions as a part of the plan -A Primer – The Seven Step Plan -A conceptual head start- 3

4. This is not theory – I have been doing this all of my career. I have started, operated, built and sold two companies. One was built to $140M, the other to $75M and both were very profitable. I have acquired 25 companies in my career, 23 were “proprietary deals”, only 2 were being shopped. 4

5. “Three Yards and a cloud of dust!” The plan we will generate here is for internal consumption and is an execution document. It is not meant to be used to sell (shop) your company. That is an entirely different document. As such, this document does not need to discuss things known to your leadership team. We can reduce the clutter and focus on execution! Section 1 The Strategic Plan 5

6. What is a business plan? It is not a epiphany!!! It is not inspiration… it is perspiration! A business plan is a disciplined process of gathering data, identifying weakness and opportunities and developing a blueprint to deal with those issues. A business plan is hard work and requires constant measure and adjustment. It is an annual process. Yes Ideas No We did that, it didn’t work We can’t do that No ideas 6 The proper way to brainstorm. De-select at the end of the process. The wrong way to brainstorm. De-selecting at the start of the process.

7. The 7 step strategic business plan Step 1 – The mission. The reason the company is in business. This is a statement of mission, not strategy or tactics. Step 2 – Market research/voice of the customer. Learn what your customers say about you, your market, your competition. Step 3 – Strengths/weakness/opportunities/threats (SWOTS) - this should be built on input learned in step (2) Step 4 – Initiatives The detailed action plan to correct weakness and build on strengths. Step 5 – Resource plan This is an initiative output. Step 6 – Detailed operating budget This is the final assembly of setup 1 through 6. Step 7 – Follow up/adjust/follow up/adjust You may want to consider an outside facilitator to guide you through this process as internal only teams have a tendency to turn the funnel upside down. 7

8. Section 2 Acquisitions as a part of the strategic plan -A primer - 8

9. The Seven Step Acquisition Plan – strategic vs. opportunistic Step 1 - Acquire or organic Step 2 - Identify targets Step 3 - Deselect your list of targets Step 4 - Contact targets Step 5 - The Deal A. Advisor selection B. Enterprise value C. Structure/Terms D. Due diligence E. Letter of intent (LOI) F. Purchase and sale agreement (PSA) G. Integration Step 6 – Assimilate Step 7 – Financing Once again an “outside facilitator” is best to guide you through this process. 9

10. Unless you are a trader, investment banker, or a personal investor… Acquisitions should always be strategic… Never opportunistic! Opportunistic deals face a major headwind because there is no obvious reason for the company to purchase the target other than “its available”! 10